EX-10.28



 




Exhibit
10.28



Registration Rights Agreement




By and Among




Wheeling-Pittsburgh Corporation




And




the Investors set forth on the Signature Page hereto




March __, 2007




 









 








REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT, dated as of March ___, 2007 (the “Agreement”), is entered
into by and among WHEELING-PITTSBURGH CORPORATION, a Delaware corporation (the “Company”), and each
of the investors set forth on the signature pages hereto (an “Investor” and collectively, the
“Investors”).



Recitals:




     A. The Company has sold, in compliance with Rule 506 of Regulation D of the Securities Act of
1933, as amended (the “Securities Act”), to certain accredited investors in a private placement
transaction, convertible notes in a series with an aggregate principal amount of Fifty Million
Dollars ($50,000,000) (the “Notes”), pursuant to a Note Purchase Agreement of even date herewith
among the Company and the Investors (the “Note Purchase Agreement”);



     B. The Notes are convertible into shares (the “Conversion Shares”) of the Company’s Common
Stock, as defined below, as provided in accordance with the terms of the Notes.



     C. It is a condition precedent to the consummation of the transactions contemplated by the
Note Purchase Agreement that the Company provide for the rights set forth in this Agreement.



     D. Certain terms used in this Agreement are defined in Article 1 hereof.



Agreement




     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements hereinafter contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto
hereby agree as follows:



ARTICLE 1

Definitions




     “Affiliate” means any Person that directly or indirectly controls, or is under control with,
or is controlled by such Person. As used in this definition, “control” (including with its
correlative meanings, “controlled by” and “under common control with”) shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of a Person (whether through ownership of securities or partnership or other ownership interests,
by contract or otherwise).



     “Business Day” means any day excluding Saturday, Sunday or any other day which is a legal
holiday under the laws of the State of West Virginia or is a day on which banking institutions
therein located are authorized or required by law or other governmental action to close.



     “Change of Control Transaction” shall have the meaning ascribed to such term in the Notes.



     “Closing Date” has the meaning ascribed to such term in the Note Purchase Agreement.



     “Common Stock” means the common stock, par value $0.001 per share, of the Company.



     “Company” has the meaning set forth in the preamble.



 









 





     “Demand Notice” has the meaning set forth in Section 2.3.



     “Designated Holders” means the Investors and any qualifying transferees of the Investors under
Section 3.1 hereof who hold Registrable Securities.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.



     “Indemnified Party” has the meaning set forth in Section 2.9.



     “Losses” has the meaning set forth in Section 2.9.



     “Majority Holders” means those Designated Holders holding a majority of the Registrable
Securities then outstanding.



     “Note Purchase Agreement” has the meaning set forth in the recitals.



     “Person” means any individual, company, partnership, firm, joint venture, association,
joint-stock company, trust, unincorporated organization, governmental body or other entity.



     “Piggyback Registration” has the meaning set forth in Section 2.4.



     “Investors” has the meaning set forth in the preamble.



     “Purchase Price” has the meaning ascribed to such term in the Note Purchase Agreement.



     “Registrable Securities” means, subject to the immediately following sentence, (i) any
Conversion Shares acquired by or that may be issued to the Investors from the Company pursuant to
the conversion of the Notes in accordance with the terms thereof (whether at the option of the
Holder or following a Change of Control Transaction), and (ii) any shares of Common Stock or other
securities issued or issuable, directly or indirectly, with respect to the securities referred to
in clause (i) by way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization or similar transaction
(including, without limitation, a Change of Control Transaction). In addition, any particular
shares of Common Stock constituting Registrable Securities will cease to be Registrable Securities
when they (x) have been effectively registered under the Securities Act and disposed of in
accordance with a Registration Statement covering them, (y) have been sold to the public pursuant
to Rule 144 (or by similar provision under the Securities Act), or (z) are eligible for resale
under Rule 144(k) (or by similar provision under the Securities Act) without any limitation on the
amount of securities that may be sold under paragraph (e) thereof.



     “Registration Statement” means, with respect to Section 2.2(a), a registration statement on
Form S-4, and with respect to this Agreement generally a registration statement on Form S-3 (or, if
the Company is not eligible to use Form S-3, such other appropriate registration form of the SEC
pursuant to which the Company is eligible to register the resale of Registrable Securities), in
each case filed by the Company under the Securities Act which covers any of the Registrable
Securities pursuant to the provisions of this Agreement, including the prospectus, amendments and
supplements to such registration statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such registration statement, which shall permit the
Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, the Registrable Securities.



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     “register,” “registered” and “registration” each shall refer to a registration effected by
preparing and filing a registration statement or statements or similar documents in compliance with
the Securities Act and the declaration or ordering of effectiveness of such registration
statement(s) or documents by the SEC.



     “Representatives” has the meaning set forth in Section 2.9.



     “Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC
having substantially the same effect as such Rule.



     “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC
having substantially the same effect as such Rule.



     “SEC” means the United States Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the SEC promulgated thereunder.



ARTICLE 2

Registration Rights




     2.1 Current Public Information. The Company covenants that it will use its best
efforts to file all reports required to be filed by it under the Exchange Act and the rules and
regulations adopted by the SEC thereunder, and will use its best efforts to take such further
action as the Designated Holders may reasonably request, all to the extent required to enable the
Designated Holders to sell Registrable Securities pursuant to Rule 144 or Rule 144A adopted by the
SEC under the Securities Act or any similar rule or regulation hereafter adopted by the SEC. The
Company shall, upon the request of a Designated Holder, deliver to such Designated Holder a written
statement as to whether it has complied with such requirements during the twelve month period
immediately preceding the date of such request.



     2.2 Registration in Connection with a Change in Control Transaction.



          (a) If the Investors receive any Registrable Securities in connection with the consummation of
a Change of Control Transaction, and in connection with such transaction the Company or the other
Person that is a party to such Change of Control Transaction prepares and files with the SEC a
Registration Statement on Form S-4 to register the securities issued or issuable in connection with
such Change of Control Transaction, (i) the Company shall send to each Investor written notice of
the intended filing of such Registration Statement, and (ii) the Company shall include all
Registrable Securities held by the Investors in such Registration Statement. The Registration
Statement shall provide for the resale from time to time, and pursuant to any method or combination
of methods legally available by the Designated Holders of any and all Registrable Securities. The
Company shall use its best efforts to cause the Registration Statement to be declared effective
under the Securities Act as soon as possible.




          (b) If for any reason the SEC does not permit all of the Registrable Securities to be included
in a Registration Statement filed pursuant to Section 2.2(a) or Section 2.3 below
or for any other reason all Registrable Securities then outstanding are not then included in such
an effective Registration Statement, then the Company shall prepare and file as soon as reasonably
possible after the date on which the SEC shall indicate as being the first date or time that such
filing may be made an additional

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Registration Statement covering the resale of all Registrable Securities not already covered
by an existing and effective Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415. Each such Registration Statement shall provide for the resale from
time to time, and pursuant to any method or combination of methods legally available by the
Designated Holders of any and all Registrable Securities. The Company shall use its best efforts
to cause each such Registration Statement to be declared effective under the Securities Act as soon
as possible and shall use its best efforts to keep such Registration Statement continuously
effective under the Securities Act during the entire period beginning on its effective date and
ending on the date on which all Registrable Securities have ceased to be Registrable Securities.



     2.3 Demand Registration. In addition to the registration obligations of the Company
set forth in Section 2.2 herein, the following provisions shall apply:



          (a) Subject to Section 2.3(h), upon the written request of the Majority Holders,
requesting that the Company effect the registration under the Securities Act of all or part of such
Designated Holders’ Registrable Securities (provided that such request relates to at least a
majority of the Registrable Securities then outstanding) and specifying the intended method of
disposition thereof (the “Demand Notice”), the Company will promptly give written notice of such
requested registration to all Designated Holders, and thereupon the Company will use its best
efforts to file with the SEC as soon as reasonably practicable following the Demand Notice (but in
no event later than the date that is 90 days after the Demand Notice) a Registration Statement.
The Company shall use its best efforts to cause such Registration Statement to be declared
effective by the SEC within 90 days after the initial filing of the Registration Statement. The
Company shall include in such Registration Statement:





     (i) the Registrable Securities which the Company has been so requested to be registered
by such Designated Holders for disposition in accordance with the intended method of
disposition stated in such request;




     (ii) all other Registrable Securities the holders of which shall have made a written
request to the Company for registration thereof within 30 days after the giving of such
written notice by the Company (which request shall specify the intended method of
disposition of such Registrable Securities); and




     (iii) all shares of Common Stock which the Company or Persons entitled to exercise
“piggy-back” registration rights pursuant to contractual commitments of the Company may
elect to register in connection with the offering of Registrable Securities pursuant to this
Section 2.3;



all to the extent requisite to permit the disposition (in accordance with the intended methods
thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if
any, so to be registered; provided, that, the provisions of this Section 2.3 
shall not require the Company to effect more than two registrations of Registrable Securities.



          (b) Notwithstanding anything to the contrary contained in this Agreement, the Company shall
not be required to effect a registration pursuant to this Section 2.3 within 180 days
following the effective date of a registration statement filed by the Company in accordance with
Sections 2.2, 2.3 or 2.4 for the account of another Designated Holder of
Registrable Securities if the Designated Holders were afforded the opportunity to include the
Registrable Securities in such registration.




          (c) The registrations under this Section 2.3 shall be on an appropriate Registration
Statement that permits the disposition of such Registrable Securities in accordance with the
intended methods of distribution specified by the Majority Holders in their request for
registration. The Company

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agrees to include in any such Registration Statement all information which Designated Holders
of Registrable Securities being registered shall reasonably request to effect the registration.



          (d) A registration requested pursuant to this Section 2.3 shall not be deemed to have
been effected (i) unless a Registration Statement with respect thereto has become effective;
provided, that a Registration Statement which does not become effective after the Company has filed
a Registration Statement with respect thereto solely by reason of the refusal to proceed of the
Majority Holders (other than a refusal to proceed based upon the advice of counsel relating to a
matter with respect to the Company) or because of a breach of this Agreement by any Designated
Holder shall be deemed to have been effected by the Company at the request of the Majority Holders
unless the Designated Holders electing to have Registrable Securities registered pursuant to such
Registration Statement shall have elected to pay all fees and expenses otherwise payable by the
Company in connection with such registration pursuant to Section 2.8, (ii) if, after it has
become effective, such registration is withdrawn by the Company (other than at the request of the
Majority Holders) or interfered with by any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court for any reason prior to the expiration of a 180 day
period following such Registration Statement’s effectiveness, or (iii) if the conditions to closing
specified in any purchase agreement or underwriting agreement entered into in connection with such
registration are not satisfied, other than due solely to some act or omission by the Designated
Holders electing to have Registrable Securities registered pursuant to such Registration Statement.




          (e) If a requested registration pursuant to this Section 2.3 involves an underwritten
offering, and the managing underwriter shall advise the Company in writing (with a copy to each
Designated Holder of Registrable Securities requesting registration) that, in its opinion, the
number of securities requested to be included in such registration (including securities of the
Company which are not Registrable Securities) exceeds the number which can be sold in such offering
within a price range reasonably acceptable to the Company and to the holders of a majority (by
number of shares) of the Registrable Securities requested to be included in such Registration
Statement, the Company will include in such registration, to the extent of the number which the
Company is so advised can be sold in such offering, (i) first, the Registrable Securities which
have been requested to be included in such registration by the Designated Holders pursuant to this
Agreement (pro rata based on the amount of Registrable Securities sought to be registered by such
Persons), (ii) second, provided that no securities sought to be included by the Designated Holders
have been excluded from such registration, the securities of other Persons entitled to exercise
“piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based
on the amount of securities sought to be registered by such Persons) and (iii) third, securities
the Company proposes to register.




          (f) The Company shall use its best efforts to keep any Registration Statement filed pursuant
to this Section 2.3 continuously effective (i) for a period of two years after the
Registration Statement first becomes effective, plus the number of days during which such
Registration Statement was not effective or usable pursuant to Sections 2.6(e) or
2.6(i); or (ii) if such Registration Statement related to an underwritten offering, for
such period as in the opinion of counsel for the underwriters a prospectus is required by law to be
delivered in connection with sales of Registrable Securities by an underwriter or dealer. In the
event the Company shall give any notice pursuant to Sections 2.6(e) or (i), the
additional time period mentioned in Section 2.3(f)(i) during which the Registration
Statement is to remain effective shall be extended by the number of days during the period from and
including the date of the giving of such notice pursuant to Sections 2.6(e) or (i)
to and including the date when each seller of a Registrable Security covered by the Registration
Statement shall have received the copies of the supplemented or amended prospectus contemplated by
Sections 2.6(e) or (i).




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          (g) The Company shall have the right at any time, to suspend the filing of a Registration
Statement under this Section 2.3 or require that the Designated Holders of Registrable
Securities suspend further open market offers and sales of Registrable Securities pursuant to a
Registration Statement filed hereunder for a period not to exceed an aggregate of 30 days in any
six month period or an aggregate of 60 days in any twelve-month period for valid business reasons
(not including avoidance of their obligations hereunder) (i) to avoid premature public disclosure
of a pending corporate transaction, including pending acquisitions or divestitures of assets,
mergers and combinations and similar events; (ii) upon the occurrence of any of the events
specified in Section 2.6(e), until the time that the Designated Holders receive copies of a
supplement or amendment to the prospectus included in the applicable Registration Statement as
contemplated in Section 2.6(e); and (iii) upon the occurrence of any of the events
specified in Section 2.6(i), until the time the Company notifies the Designated Holders in
writing that such suspension is no longer effective.




          (h) The right of Designated Holders to register Registrable Securities pursuant to this
Section 2.3 is only exercisable if the Registrable Securities were not included in the
Registration Statement contemplated by Section 2.2 or such Registration Statement otherwise
becomes unusable (other than due solely to some act or omission by the Designated Holders electing
to have Registrable Securities registered pursuant to such Registration Statement) or ineffective
and the Company is not able to correct the misstatements, have the applicable stop order rescinded
or otherwise restore the effectiveness of the Registration Statement as contemplated by this
Agreement.




     2.4 Piggyback Registration.



          (a) Whenever the Company proposes to register any of its securities under the Securities Act
(other than pursuant to a registration pursuant to Section 2.2 or Section 2.3 or a
registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be
used may be used for the registration of Registrable Securities, whether or not for sale for its
own account, the Company will give prompt written notice (but in no event less than 30 days before
the anticipated filing date) to all Designated Holders (other than Designated Holders all of whose
Registrable Securities are then covered by an effective Registration Statement), and such notice
shall describe the proposed registration and distribution and offer to all such Designated Holders
the opportunity to register the number of Registrable Securities as each such Designated Holder may
request. The Company will include in such registration statement all Registrable Securities with
respect to which the Company has received written requests for inclusion therein within 15 days
after the Designated Holders’ receipt of the Company’s notice (a “Piggyback Registration”).




          (b) The Company shall use its best efforts to cause the managing underwriter or underwriters
of a proposed underwritten offering involving a Piggyback Registration to permit the Registrable
Securities requested to be included in a Piggyback Registration to be included on the same terms
and conditions as any similar securities of the Company or any other security holder included
therein and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method of distribution thereof.




          (c) Any Designated Holder shall have the right to withdraw its request for inclusion of its
Registrable Securities in any Registration Statement pursuant to this Section 2.4 by giving
written notice to the Company of its request to withdraw; provided, that in the event of such
withdrawal (other than pursuant to Section 2.4(e) hereof), the Company shall not be
required to reimburse such Designated Holder for the fees and expenses referred to in Section
2.8 hereof incurred by such Designated Holder prior to such withdrawal, unless such withdrawal
was due to a material adverse change to the Company. The Company may withdraw a Piggyback
Registration at any time prior to the time it becomes effective.




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          (d) If (i) a Piggyback Registration involves an underwritten offering of the securities being
registered, whether or not for sale for the account of the Company, to be distributed (on a firm
commitment basis) by or through one or more underwriters of recognized standing under underwriting
terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten
offering shall inform the Company and Designated Holders requesting such registration by letter of
its belief that the distribution of all or a specified number of such Registrable Securities
concurrently with the securities being distributed by such underwriters would interfere with the
successful marketing of the securities being distributed by such underwriters (such writing to
state the basis of such belief and the approximate number of such Registrable Securities which may
be distributed without such effect), then the Company will be required to include in such
registration only the amount of securities which it is so advised should be included in such
registration. In such event: (x) in cases initially involving the registration for sale of
securities for the Company’s own account, securities shall be registered in such offering in the
following order of priority: (i) first, the securities which the Company proposes to register, and
(ii) second, Registrable Securities and securities which have been requested to be included in such
registration by Persons entitled to exercise “piggy-back” registration rights pursuant to
contractual commitments of the Company (pro rata based on the amount of securities sought to be
registered by Designated Holders and such other Persons); and (y) in cases not initially involving
the registration for sale of securities for the Company’s own account, securities shall be
registered in such offering in the following order of priority: (i) first, the securities of any
Person whose exercise of a “demand” registration right pursuant to a contractual commitment of the
Company is the basis for the registration, (ii) second, Registrable Securities and securities which
have been requested to be included in such registration by Persons entitled to exercise
“piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based
on the amount of securities sought to be registered by Designated Holders and such other Persons),
and (iii) third, the securities which the Company proposes to register.




          (e) If, as a result of the proration provisions of this Section 2.4, any Designated
Holder shall not be entitled to include all Registrable Securities in a Piggyback Registration that
such Designated Holder has requested to be included, such holder may elect to withdraw his request
to include Registrable Securities in such registration.




          (f) The right of the Designated Holders to register Registrable Securities pursuant to this
Section 2.4 is only exercisable with respect to Registrable Securities not then covered by
an effective Registration Statement.




     2.5 Underwriting.



          (a) In the event that one or more Designated Holders elect to dispose of Registrable
Securities under a Registration Statement pursuant to an underwritten offering or a requested
registration pursuant to Section 2.3 involves an underwritten offering, the managing
underwriter or underwriters shall be selected by the holders of a majority (by number of shares) of
the Registrable Securities to be sold in the underwritten offering or requested to be included in
such Registration Statement and shall be reasonably acceptable to the Company. In connection with
any such underwritten offering, the Company shall take all such reasonable actions as are required
by the managing underwriters in order to expedite and facilitate the registration and disposition
of the Registrable Securities, including the Company causing appropriate officers of the Company or
its Affiliates to participate in a “road show” or similar marketing effort being conducted by such
managing underwriters with respect to such underwritten offering.




          (b) All Designated Holders proposing to distribute their Registrable Securities through an
underwritten offering shall enter into an underwriting agreement in customary form with the
managing underwriters selected for such underwritten offering.




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     2.6 Registration Procedures. The Company will use its best efforts to effect the
registration of Registrable Securities pursuant to this Agreement in accordance with the intended
methods of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:



          (a) before filing the Registration Statement, the Company will furnish to any counsel selected
by the holders of a majority of the Registrable Securities a copy of such Registration Statement,
and will provide such counsel with all written correspondence with the SEC regarding the
Registration Statement;




          (b) prepare and file with the SEC such amendments and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective for the periods provided for in Section 2.2 and
Section 2.3, or the periods contemplated by the Company or the Persons requesting any
Registration Statement filed pursuant to Section 2.4;




          (c) furnish to each Designated Holder selling such Registrable Securities such number of
copies of such Registration Statement, each amendment and supplement thereto, the prospectus
included in the Registration Statement (including each preliminary prospectus) and such other
documents as such seller may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Designated Holder;




          (d) use its best efforts to register or qualify such Registrable Securities under such other
state securities or blue sky laws as the selling Designated Holders selling such Registrable
Securities reasonably requests and do any and all other acts and things which may be reasonably
necessary or reasonably advisable to enable such Designated Holder to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such Designated Holder and to keep each
such registration or qualification (or exemption therefrom) effective during the period which the
Registration Statement is required to be kept effective (provided, that the Company will not be
required to (i) qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such
jurisdiction or (iii) consent to general service of process in any such jurisdiction);




          (e) notify each Designated Holder selling such Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in the Registration Statement contains an
untrue statement of a material fact or omits any fact necessary to make the statements therein not
misleading in the light of the circumstances under which they were made, and, at the request of any
such Designated Holder, the Company will as soon as possible prepare and furnish to such Designated
Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not
contain an untrue statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading in the light of the circumstances under which they were made;




          (f) cause all such Registrable Securities to be listed or quoted on each securities exchange
or quotation service on which similar securities issued by the Company are then listed or quoted
and, if not so listed, to be approved for trading on any automated quotation system of a national
securities association on which similar securities of the Company are quoted;




          (g) provide a transfer agent and registrar for all such Registrable Securities not later than
the effective date of such Registration Statement;




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          (h) enter into such customary agreements (including underwriting agreements containing
customary representations and warranties) and take all other customary and appropriate actions as
the holders of a majority of the Registrable Securities being sold or the managing underwriters, if
any, reasonably request in order to expedite or facilitate the disposition of such Registrable
Securities;




          (i) notify each Designated Holder of any stop order issued or threatened by the SEC;




          (j) otherwise comply with all applicable rules and regulations of the SEC, and make available
to its security holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve months beginning with the first day of the Company’s first full calendar
quarter after the effective date of the Registration Statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;




          (k) in the event of the issuance of any stop order suspending the effectiveness of a
Registration Statement, or of any order suspending or preventing the use of any related prospectus
or suspending the qualification of any securities included in such Registration Statement for sale
in any jurisdiction, the Company will use its best efforts to promptly obtain the withdrawal of
such order;




          (l) with respect to an underwritten offering pursuant to any Registration Statement filed
under Section 2.3, obtain one or more comfort letters, dated the effective date of the
Registration Statement and, if required by the managing underwriters, dated the date of the closing
under the underwriting agreement, signed by the Company’s independent public accountants in
customary form and covering such matter of the type customarily covered by comfort letters in
similar transactions;




          (m) with respect to an underwritten offering pursuant to any Registration Statement filed
under Section 2.3, obtain a legal opinion of the Company’s outside counsel, dated the
effective date of such Registration Statement and, if required by the managing underwriters, dated
the date of the closing under the underwriting agreement, with respect to the Registration
Statement, each amendment and supplement thereto, the prospectus included therein (including the
preliminary prospectus) and such other documents relating thereto in customary form and covering
such matters of the type customarily covered by legal opinions in similar transactions;




          (n) subject to execution and delivery of mutually satisfactory confidentiality agreements,
make available at reasonable times for inspection by each Designated Holder selling such
Registrable Securities, any managing underwriter participating in any disposition of such
Registrable Securities pursuant to the Registration Statement, and any attorney, accountant or
other agent retained by such Designated Holder or any such managing underwriter, during normal
business hours of the Company at the Company’s corporate office in Wheeling, Pennsylvania and
without unreasonable disruption of the Company’s business or unreasonable expense to Company and
solely for the purpose of due diligence with respect to the Registration Statement, legally
disclosable, financial and other records and pertinent corporate documents of the Company and its
subsidiaries reasonable requested by such Persons, and cause the Company’s employees to, and
request its independent accountants to, supply all similar information reasonably requested by any
such Person, as shall be reasonably necessary to enable them to exercise their due diligence
responsibility;




          (o) cooperate with each seller of Registrable Securities and each underwriter participating in
the disposition of such Registrable Securities and their respective counsel in connection with any
filings required to be made with the National Association of Securities Dealers; and




          (p) take all other steps reasonably necessary to effect the registration of the Registrable
Securities contemplated hereby.




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     2.7 Conditions Precedent to Company’s Obligations Pursuant to this Agreement. It
shall be a condition precedent to the obligations of the Company to take any action pursuant to
this Article 2 with respect to the Registrable Securities of any Designated Holder that
such Designated Holder shall timely furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of distribution of such securities as
shall reasonably be required to effect the registration of such Designated Holder’s Registrable
Securities.



     2.8 Fees and Expenses. All expenses incident to the Company’s performance of or
compliance with this Agreement including, without limitation, all registration and filing fees
payable by the Company, fees and expenses of compliance by the Company with securities or blue sky
laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees
and disbursements of counsel for the Company and all independent certified public accountants of
the Company, and other Persons retained by the Company will be borne by the Company, and the
Company will pay its internal expenses (including, without limitation, all salaries and expenses of
the Company’s employees performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance of the Company and the expenses and fees
for listing or approval for trading of the securities to be registered on each securities exchange
on which similar securities issued by the Company are then listed or on any automated quotation
system of a national securities association on which similar securities of the Company are quoted.
Without limitation of the provisions of Section 18 of the Note Purchase Agreement and in addition
thereto, in connection with any Registration Statement filed hereunder, the Company will pay the
reasonable fees and expenses of a single counsel retained by the Designated Holders of a majority
(by number of shares) of the Registrable Securities requested to be included in such Registration
Statement. The Company shall have no obligation to pay any underwriting discounts or commissions
attributable to the sale of Registrable Securities and any of the expenses incurred by any
Designated Holder which are not payable by the Company, such costs to be borne by such Designated
Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if
any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of
counsel or other professionals that any Designated Holder may choose to retain in connection with a
Registration Statement filed pursuant to this Agreement (except as otherwise provided herein);
selling commissions or stock transfer taxes applicable to the Registrable Securities registered on
behalf of any Designated Holder; any other expenses incurred by or on behalf of such Designated
Holder in connection with the offer and sale of such Designated Holder’s Registrable Securities
other than expenses which the Company is expressly obligated to pay pursuant to this Agreement.



     2.9 Indemnification.



          (a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law,
each Designated Holder and its general or limited partners, officers, directors, members, managers,
employees, advisors, representatives, agents and Affiliates (collectively, the “Representatives”),
and each underwriter, if any, and any Person who controls such underwriter (within the meaning of
Section 15 of the Securities Act), from and against any loss, claim, damage, liability, reasonable
attorney’s fees, cost or expense and costs and expenses of investigating and defending any such
claim (collectively, the “Losses”), joint or several, and any action in respect thereof to which
such Designated Holder or its Representatives may become subject under the Securities Act or
otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in
respect thereto) arise out of or are based upon (i) any breach by the Company of any of its
representations, warranties or covenants contained in this Agreement, (ii) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, prospectus or
preliminary or summary prospectus or any amendment or supplement thereto or (iii) any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and the Company shall reimburse each such Designated
Holder and its Representatives for any reasonable legal or any other

10









 









expenses incurred by them in connection with investigating or defending or preparing to defend
against any such Loss, action or proceeding; provided, however, that the Company shall not be
liable to any such Designated Holder or other indemnitee in any such case to the extent that any
such Loss (or action or proceeding, whether commenced or threatened, in respect thereof) arises out
of or is based upon (x) an untrue statement or alleged untrue statement or omission or alleged
omission, made in such Registration Statement, any such prospectus or preliminary or summary
prospectus or any amendment or supplement thereto, in reliance upon, and in conformity with,
written information prepared and furnished to the Company by any Designated Holder or its
Representatives expressly for use therein and, with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating to the
Registration Statement, to the extent that a prospectus relating to the Registrable Securities was
required to be delivered by such Designated Holder under the Securities Act in connection with such
purchase, there was not sent or given to such Person, at or prior to the written confirmation of
the sale of such Registrable Securities to such Person, a copy of the final prospectus that
corrects such untrue statement or alleged untrue statement or omission or alleged omission if the
Company had previously furnished copies thereof to such Designated Holder or (y) use of a
Registration Statement or the related prospectus during a period when a stop order has been issued
in respect of such Registration Statement or any proceedings for that purpose have been initiated
or use of a prospectus when use of such prospectus has been suspended pursuant to Sections
2.6(e) or (i); provided that in each case, that such Holder received prior written
notice of such stop order, initiation of proceedings or suspension from the Company. In no event,
however, shall the Company be liable for indirect, incidental or consequential or special damages
of any kind; provided, that each Holder shall be entitled to reimbursement from the Company for any
out-of-pocket losses actually incurred by such Holder to the extent that such Holder suffers such
losses as a result of such Holder’s inability to make delivery of sold securities due to the
Company’s breach of its commitment to provide timely notice as required by Sections 2.6(e)
or (i).



          (b) In connection with the filing of the Registration Statement by the Company pursuant to
this Agreement, the Designated Holders will furnish to the Company in writing such information as
the Company reasonably requests for use in connection with such Registration Statement and the
related prospectus and, to the fullest extent permitted by law, each such Designated Holder will
indemnify and hold harmless the Company and its Representatives, and each underwriter, if any, and
any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act),
from and against any Losses, severally but not jointly, and any action in respect thereof to which
the Company and its Representatives may become subject under the Securities Act or otherwise,
insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon (i) the purchase or sale of Registrable Securities during a
suspension as set forth in Section 2.6(e) or Section 2.6(i) in each case after
receipt of written notice of such suspension, (ii) any untrue or alleged untrue statement of a
material fact contained in the Registration Statement, prospectus or preliminary or summary
prospectus or any amendment or supplement thereto, or (iii) any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein not
misleading, but, with respect to clauses (ii) and (iii) above, only to the extent that such untrue
statement or omission is made in such Registration Statement, any such prospectus or preliminary or
summary prospectus or any amendment or supplement thereto, in reliance upon and in conformity with
written information prepared and furnished to the Company by such Designated Holder expressly for
use therein or by failure of such Designated Holder to deliver a copy of the Registration Statement
or prospectus or any amendments or supplements thereto, and such Designated Holder will reimburse
the Company and each Representative for any reasonable legal or any other expenses incurred by them
in connection with investigating or defending or preparing to defend against any such Loss, action
or proceeding; provided, however, that such Designated Holder shall not be liable in any such case
to the extent that prior to the filing of any such Registration Statement or prospectus or
amendment or supplement thereto, such Designated Holder has furnished in writing to the Company
information expressly for use in such Registration Statement or prospectus or any amendment or
supplement thereto which corrected or made not misleading information

11









 









previously furnished to the Company. The obligation of each Designated Holder to indemnify
the Company and its Representatives shall be limited to the net proceeds received by such
Designated Holder from the sale of Registrable Securities under such Registration Statement. In no
event, however, shall any Designated Holder be liable for indirect, incidental or consequential or
special damages of any kind.



          (c) Promptly after receipt by any Person in respect of which indemnity may be sought pursuant
to Section 2.9(a) or 2.9(b) (an “Indemnified Party”) of notice of any claim or the
commencement of any action, the Indemnified Party shall, if a claim in respect thereof is to be
made against the Person against whom such indemnity may be sought (an “Indemnifying Party”),
promptly notify the Indemnifying Party in writing of the claim or the commencement of such action;
provided, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability which it may have to an Indemnified Party under Section 2.9(a) or
2.9(b) except to the extent of any actual prejudice resulting therefrom. If any such claim
or action shall be brought against an Indemnified Party, and it shall notify the Indemnifying Party
thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent that
it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense
thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or
action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Party in connection with the defense thereof
other than reasonable costs of investigation; provided, that the Indemnified Party shall have the
right to employ separate counsel to represent the Indemnified Party and its Representatives who may
be subject to liability arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, but the fees and expenses of such counsel shall
be for the account of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) in the written opinion of
counsel to such Indemnified Party, representation of both parties by the same counsel would be
inappropriate due to actual or potential conflicts of interest between them, it being understood,
however, that the Indemnifying Party shall not, in connection with any one such claim or action or
separate but substantially similar or related claims or actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the fees and expenses of more
than one separate firm of attorneys (together with appropriate local counsel) at any time for all
Indemnified Parties. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such claim or proceeding other
than the payment of monetary damages by the Indemnifying Party on behalf of the Indemnified Party.
Whether or not the defense of any claim or action is assumed by the Indemnifying Party, such
Indemnifying Party will not be subject to any liability for any settlement made without its written
consent, which consent will not be unreasonably withheld.




          (d) If the indemnification provided for in this Section 2.9 is unavailable to the
Indemnified Parties in respect of any Losses referred to herein notwithstanding that this
Section 2.9 by its terms provides for indemnification in such case, then each Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and the Designated Holders
on the other from the offering of the Registrable Securities, or if such allocation is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits but also the relative fault of the Company on the one hand and the Designated Holders on
the other in connection with the statements or omissions which resulted in such Losses, as well as
any other relevant equitable considerations. The relative fault of the Company on the one hand and
of each Designated Holder on the other shall be determined by reference to, among other

12









 









things, whether any action taken, including any untrue or alleged untrue statement of a
material fact, or the omission or alleged omission to state a material fact relates to information
supplied by such party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.



          The Company and the Designated Holders agree that it would not be just and equitable if
contribution pursuant to this Section 2.9(d) were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a
result of the Losses referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any reasonable legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 2.9, no Designated Holder shall be
required to contribute any amount in excess of the amount by which the total price at which the
Registrable Securities of such Designated Holder were offered to the public exceeds the amount of
any Losses which such Designated Holder has otherwise paid by reason of such untrue or alleged
untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. Each Designated Holder’s
obligations to contribute pursuant to this Section 2.9 is several in the proportion that
the proceeds of the offering received by such Designated Holder bears to the total proceeds of the
offering received by all the Designated Holders. The indemnification provided by this Section
2.9 shall be a continuing right to indemnification with respect to sales of Registrable
Securities and shall survive the registration and sale of any Registrable Securities by any
Designated Holder and the expiration or termination of this Agreement. The indemnity and
contribution agreements contained herein are in addition to any liability that any Indemnifying
Party might have to any Indemnified Party.




     2.10 Participation in Registrations.



          (a) No Person may participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting
arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements and this Agreement.




          (b) Each Person that is participating in any registration under this Agreement agrees that,
upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 2.6(e) or Section 2.6(i) above, such Person will forthwith discontinue the
disposition of its Registrable Securities pursuant to the Registration Statement and all use of the
Registration Statement or any prospectus or related document until such Person’s receipt of the
copies of a supplemented or amended prospectus as contemplated by such Section 2.6(e) or
Section 2.6(i) and, if so directed by the Company, will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies, then in such Designated Holder’s
possession of such documents at the time of receipt of such notice. Furthermore, each Designated
Holder agrees that if such Designated Holder uses a prospectus in connection with the offering and
sale of any of the Registrable Securities, the Designated Holder will use only the latest version
of such prospectus provided by Company.




     2.11 Compliance. With respect to any registration under this Agreement, each
Designated Holder shall comply in all material respects with all applicable securities and other
laws, rules and regulations, including but not limited to all rules and regulations of the SEC, the
National Association of



13









 







Securities Dealers and any securities exchange or quotation service on which the Company’s
securities are listed or quoted.



ARTICLE 3

Transfers of Certain Rights




     3.1 Transfer. The rights granted to the Investors under this Agreement may be
transferred, subject to the provisions of Sections 3.2 and 3.3; provided that
nothing contained herein shall be deemed to permit an assignment, transfer or disposition of the
Registrable Securities in violation of applicable law.



     3.2 Transferees. Any transferee to whom rights under this Agreement are transferred
shall, before and as a condition to such transfer, deliver to the Company a written instrument (i)
stating the name and address of the transferor and the transferee and the number of Registrable
Securities with respect to which the rights are intended to be transferred, and (ii) by which such
transferee agrees to be bound by the obligations imposed upon the Investors under this Agreement to
the same extent as if such transferee were a Investor hereunder.



     3.3 Subsequent Transferees. A transferee to whom rights are transferred pursuant to
this Section 3 may not again transfer such rights to any other Person, other than as
provided in Sections 3.1 or 3.2 above.



ARTICLE 4

Miscellaneous




     4.1 Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply
to the full extent set forth herein with respect to (i) the Registrable Securities, (ii) any and
all shares of Common Stock into which the Registrable Securities are converted, exchanged or
substituted in any recapitalization or other capital reorganization by the Company and (iii) any
and all equity securities of the Company or any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in
conversion of, in exchange for or in substitution of, the Registrable Securities and shall be
appropriately adjusted for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof. The Company shall cause any
successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a
new registration rights agreement with the Designated Holders on terms substantially the same as
this Agreement as a condition of any such transaction.



     4.2 No Inconsistent Agreements. The Company has not and shall not enter into any
agreement with respect to its securities that is inconsistent with the rights granted to the
Investors in this Agreement. The parties acknowledge and agree that the Company may grant
registration rights hereafter, which shall be pari passu with the registration rights of the
Investors, and shall not be deemed to conflict with this covenant.



     4.3 Amendments and Waivers. The provisions of this Agreement may be amended and the
Company may take action herein prohibited, or omit to perform any act herein required to be
performed by it, if, but only if, the Company has obtained the written consent of Designated
Holders of at least a majority of the Registrable Securities then in existence.



     4.4 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only



14









 







to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.



     4.5 Counterparts. This Agreement may be executed in one or more counterparts each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     4.6 Notices. Any notices required or permitted to be given under the terms of this
Agreement shall be sent by certified or registered mail (return receipt requested) or delivered
personally or by courier (including a recognized overnight delivery service) or by facsimile and
shall be effective five days after being placed in the mail, if mailed by regular United States
mail, or upon receipt, if delivered personally or by courier (including a recognized overnight
delivery service) or by facsimile, in each case addressed to a party. The addresses for such
communications shall be:



     If to the Company:



Wheeling-Pittsburgh Corporation

1134 Market Street

Wheeling, WV 26003

Attention:

Facsimile: (304) 234-2261



     With a copy to:



McGuireWoods LLP

625 Liberty Avenue, 23rd Floor

Pittsburgh, PA 15222

Facsimile:

Attention: Scott E. Westwood, Esq.



     If to any Investor, at the address on such Investor’s signature page hereto



Each party shall provide notice to the other party of any change in address.



     4.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the conflicts of laws rules or
provisions.



     4.8 Forum; Service of Process. Any legal suit, action or proceeding brought by the
Company, Investors, any other Designated Holders, any Person entitled to indemnification or
contribution hereunder, or any of their respective Affiliates arising out of or based upon this
Agreement shall be instituted exclusively in any federal or state court in the State of Wisconsin,
and each such Person irrevocably waives any objection which it may now or hereafter have to the
laying of venue or any such proceeding, and irrevocably submits to the jurisdiction of such courts
in any such suit, action or proceeding.



     4.9 Captions. The captions, headings and arrangements used in this Agreement are for
convenience only and do not in any way limit or amplify the terms and provisions hereof.



     4.10 No Prejudice. The terms of this Agreement shall not be construed in favor of or
against any party on account of its participation in the preparation hereof.



15









 





     4.11 Words in Singular and Plural Form. Words used in the singular form in this
Agreement shall be deemed to import the plural, and vice versa, as the sense may require.



     4.12 Remedy for Breach. The Company hereby acknowledges that in the event of any
breach or threatened breach by the Company of any of the provisions of this Agreement, the
Designated Holders would have no adequate remedy at law and could suffer substantial and
irreparable damage. Accordingly, the Company hereby agrees that, in such event, the Designated
Holders shall be entitled, and notwithstanding any election by any Designated Holder to claim
damages, to obtain a temporary and/or permanent injunction to restrain any such breach or
threatened breach or to obtain specific performance of any such provisions, all without prejudice
to any and all other remedies which any Designated Holders may have at law or in equity.



     4.13 Successors and Assigns, Third Party Beneficiaries. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties hereto, each
assignee of the Designated Holders pursuant to Article 3 and their respective successors
and assigns and executors, administrators and heirs. Designated Holders are intended third party
beneficiaries of this Agreement and this Agreement may be enforced by such Designated Holders.



     4.14 Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges and supersedes all
prior discussions, agreements and understandings of any and every nature among them.



     4.15 Attorneys’ Fees. In the event of any action or suit based upon or arising out of
any actual or alleged breach by any party of any representation, warranty, covenant or agreement in
this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees
and expenses of such action or suit from the other party in addition to any other relief ordered by
any court.



     4.16 Termination of Rights. All rights under this Agreement will terminate as to a
Designated Holder when that Designated Holders no longer holds any Registrable Securities.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
duly executed as of the date and year first written above.



	 	 	 	 	 
	 	 	COMPANY:


	 	 	WHEELING-PITTSBURGH CORPORATION



	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






 









 








[Investor Signature Page- WPC Registration Rights Agreement]




	 	 	 	 	 
	 	 	Investor Name:


	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:

	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 	 	 
	 	 	 
	 

	 	Tax ID: